---

---

---

---

Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.

Yes ______ No ___X___

---

---

GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2008 and December 31, 2007

Contents

Report of Independent Registered Public Accounting Firm		F - 1
Condensed Consolidated Balance Sheets		F - 2
Condensed Consolidated Statements of Income		F - 4
Condensed Consolidated Statements of Cash Flows		F - 5
Condensed Consolidated Statements of Shareholders’ Equity		F - 6
Notes to Condensed Consolidated Financial Statements (Unaudited) – March 31, 2008		F - 7

---

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders’ of
Gol Linhas Aéreas Inteligentes S.A.

We have reviewed the condensed consolidated balance sheet of Gol Linhas Aéreas Inteligentes S.A. and subsidiaries as of March 31, 2008, the related condensed consolidated statements of income and cash flows for the three-month periods ended March 31, 2008 and 2007 and the condensed consolidated statements of shareholders’ equity and comprehensive income for the three-month period ended March 31, 2008. These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical review procedures to financial data, and making inquires of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Gol Linhas Aéreas Inteligentes S.A. and subsidiaries as of December 31, 2007, and the related consolidated statements of income, cash flows and shareholders equity and comprehensive income for the year then ended (not presented herein) and in our report dated February 12, 2008, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2007 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

ERNST & YOUNG
Auditores Independentes S.S.

Maria Helena Pettersson
Partner

São Paulo, Brazil
April 25, 2008

F - 1

---

Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2008 and December 31, 2007
(In thousands of Brazilian Reais)

		March 31, 2008		December 31, 2007
		(Unaudited)
Assets
Current assets
Cash and cash equivalents		R$ 452,217		R$ 574,363
Short-term investments		589,714		858,438
Receivables, less allowance (2008 – R$30,118; 2007 – R$ 23,297)		354,289		916,133
Inventories of parts and supplies		201,901		209,926
Deposits		172,308		192,357
Recoverable and deferred taxes		71,302		90,090
Prepaid expenses		101,580		143,756
Other		59,487		144,484
Total current assets		2,002,798		3,129,547
Property and equipment
Pre-delivery deposits		699,762		543,906
Flight equipment		1,987,012		1,690,903
Other		181,486		179,709
		2,868,260		2,414,518
Accumulated depreciation		(327,543)		(269,633)
Property and equipment, net		2,540,717		2,144,885
Other assets
Deposits		420,612		397,308
Deferred income taxes		202,265		47,121
Goodwill		538,944		272,975
Tradenames		63,109		124,883
Airport operating rights		560,842		746,734
Other		176,982		138,968
Total other assets		1,962,754		1,727,989
Total assets		R$ 6,506,269		R$ 7,002,421

F - 2

---

Table of Contents

		March 31, 2008		December 31, 2007
		(Unaudited)
Liabilities and shareholders’ equity
Current liabilities
Short-term borrowings		R$ 28,077		R$ 496,788
Current portion of long-term debt		403,455		308,285
Current obligations under capital leases		101,578		93,020
Accounts payable		251,942		326,364
Salaries, wages and benefits		165,794		163,437
Sales tax and landing fees		146,614		152,332
Air traffic liability		292,441		472,860
Aircraft leasing payable		33,096		35,982
Insurance premium payable		19,395		44,150
Dividends payable		36,964		75,610
Deferred revenue		88,373		90,843
Other		70,117		27,671
Total current liabilities		1,637,846		2,287,342
Non-current liabilities
Long-term debt		1,045,209		1,066,102
Obligations under capital leases		944,570		776,578
Deferred revenue		294,705		287,191
Estimated civil and labor liabilities		146,507		32,075
Other		122,139		177,870
		2,553,130		2,339,816
Shareholders’ equity
Preferred shares, no par value; 93,960,299
and 94,709,463 issued and outstanding in
2008 and 2007, respectively		1,205,801		1,205,801
Common shares, no par value; 107,590,792
issued and outstanding in 2008 and 2007		41,500		41,500
Additional paid-in capital		39,638		39,132
Treasury Shares, at cost: 749,500 shares		(20,864)		-
Appropriated retained earnings		87,227		87,227
Unappropriated retained earnings		958,978		998,936
Accumulated other comprehensive income		3,013		2,667
Total shareholders’ equity		2,315,293		2,375,263
Total liabilities and shareholders’ equity		R$ 6,506,269		R$ 7,002,421

See accompanying notes.

F - 3

---

Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
March 31, 2008 and 2007
(In thousands of Brazilian Reais, except per share amounts)

		Three-Months periods ended March 31,
		2008		2007
Net operating revenues
Passenger		R$ 1,499,336		R$ 975,361
Cargo and Other		107,743		65,911
Total net operating revenues		1,607,079		1,041,272
Operating expenses
Salaries, wages and benefits		241,188		132,065
Aircraft fuel		664,132		361,298
Aircraft rent		149,660		95,331
Sales and marketing		140,207		76,555
Landing fees		86,300		54,972
Aircraft and traffic servicing		117,445		57,888
Maintenance materials and repairs		60,588		46,248
Depreciation		56,468		28,546
Other		112,478		63,309
Total operating expenses		1,628,466		916,212
Operating income (expense)		(21,387)		125,060
Other income (expense)
Interest expense		(59,982)		(27,024)
Capitalized interest		10,872		4,617
Interest and investment income		67,469		88,606
Other expenses, net		(1,696)		(31,558)
Total other income		16,663		34,641
Income (loss) before income taxes		(4,724)		159,701
Income taxes (expense) benefit		1,181		(43,119)
Net income (loss)		R$ (3,543)		R$ 116,582
Earnings (loss) per common and preferred share:
Basic		R$ (0.02)		R$ 0.59
Diluted		R$ (0.02)		R$ 0.59

See accompanying notes.

F - 4

---

Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
March 31, 2008 and 2007
(In thousands of Brazilian Reais)

		Three months periods ended March 31,
		2008		2007
Cash flows from operating activities
Net income (loss)		(3,543)		116,582
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation		56,468		28,546
Deferred income taxes		8,202		(1,800)
Allowance for doubtful accounts receivable		6,821		3,117
Other, net		10,126		(4,617)
Changes in operating assets and liabilities:
Receivables		541,951		10,772
Inventories		(6,171)		(48,097)
Accounts payable and other accrued liabilities		(74,422)		(18,028)
Deposits with lessors		13,276		(33,730)
Air traffic liability		(180,419)		(91,384)
Dividends payable		(38,646)		29,576
Deferred revenues		(540)		-
Other, net		54,154		(16,758)
Net cash provided by (used in) operating activities		387,257		(25,821)
Cash flows from investing activities
Deposits for aircraft leasing contracts		(16,531)		6,821
Acquisition of property and equipment		(119,894)		(82,073)
Pre-delivery deposits		(155,856)		(113,289)
Treasury shares		(20,864)		-
Purchase of available-for-sale securities		(589,714)		(1,343,808)
Sale of available-for-sale securities		858,438		1,425,369
Net cash used in investing activities		(44,121)		(106,980)
Cash flows from financing activities
Short-term borrowings		(468,711)		6,518
Proceeds from issuance of long-term debt		74,277		526,203
Dividends paid		(75,060)		(73,515)
Other, net		4,512		11,127
Net cash provided by (used in) financing activities		(464,982)		470,333
Net increase (decrease) in cash and cash equivalents		(122,146)		337,532
Cash and cash equivalents at beginning of the period		574,363		280,977
Cash and cash equivalents at end of the period		452,217		618,509
Supplemental disclosure of cash flow information
Interest paid		54,084		27,024
Income taxes paid		53,612		28,630
Non cash investing activities
Accrued capitalized interest		9,318		(4,617)
Capital leases		180,092		50,614

See accompanying notes.

F - 5

---

Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Three-month period ended March 31, 2008 and year-ended December 31, 2007
(In thousands of Brazilian Reais, except for share information)

	Common Shares		Preferred Shares					Retained Earnings				Accumulated  other  comprehensive  income		Total
	Shares	Amount	Shares	Amount	Additional  paid-in capital	Deferred  compensation	Treasury  shares	Appropriated		Unapropriated
Balance at December 31, 2006	107,590,792	R$41,500	88,615,674	R$846,125	R$39,275	R$(3,845)	R$ -	R$39,577		R$1,246,848		R$(4,322)		R$2,205,158
Transfer to appropriated retained earnings	-	-	-	-	-	-	-	34,224		(34,224)		-		-
Comprehensive income:
Net income	-	-	-	-	-	-	-	-		102,513		-		102,513
Change in fair value of derivative instruments,
net of taxes	-	-	-	-	-	-	-	-		-		6,989		6,989
Total Comprehensive income	-	-	-	-	-	-	-	-		-		-		109,502
Paid-in subscribed capital	-	-	11,569	432	-	-	-	-		-		-		432
Deferred compensation	-	-	-	-	1,290	-	-	-		-		-		1,290
Amortization of deferred compensation	-	-	-	-	-	2,412	-	-		-		-		2,412
Capital increase	-	-	6,082,220	359,244	-	-	-	-		-		-		359,244
Transfer to appropriated retained earnings	-	-	-	-	-	-	-	13,426		(13,426)		-		-
Dividends payable and interest on
shareholders’ equity	-	-	-	-	-	-	-	-		(302,775)		-		(302,775)
Balance at December 31, 2007	107,590,792	R$41,500	94,709,463	R$1,205,801	R$40,565	R$(1,433)	R$ -	R$87,227		R$998,936		R$2,667		R$2,375,263
Comprehensive income:
Net loss for the period	-	-	-	-	-	-	-	-		(3,543)		-		(3,543)
Change in fair value of derivative instruments,
net of taxes	-	-	-	-	-	-	-	-		-		346		346
Total Comprehensive income	-	-	-	-	-	-	-	-		-		-		(3,197)
Paid-in subscribed capital	-	-	336	-	-	-	-	-		-		-		-
Deferred compensation	-	-	-	-	444	-	-	-		-		-		444
Amortization of deferred compensation	-	-	-	-	-	62	-	-		-		-		62
Treasury shares	-	-	(749,500)	-	-	-	(20,864)	-		-		-		(20,864)
Interim dividends payable	-	-	-	-	-	-	-	-		(36,415)		-		(36,415)
Balance at March 31, 2008 (Unaudited)	107,590,792	R$ 41,500	93,960,299	R$1,205,801	R$41,009	R$(1,371)	R$(20,864)	R$87,227		R$958,978		R$3,013		R$2,315,293

See accompanying notes.

F- 6

---

Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2008 and December 31, 2007
(In thousands of Brazilian Reais)

1. Business Overview

As of March 31, 2008, GOL operated a 79 aircraft fleet (net of two in return), comprised of 37 Boeing 737-800, 30 Boeing 737-700 and 10 Boeing 737-300 aircraft, and VRG (see Note 4) operated a 35-aircraft fleet (net of four in return), comprised of 7 Boeing 737-800, 2 Boeing 737-700, 11 Boeing 737-300 and 11 Boeing 767-300 aircraft. During the first quarter of 2008, GOL served 58 destinations (50 in Brazil, 3 in Argentina, and 1 each in Bolivia, Chile, Paraguay, Peru, and Uruguay), and VRG served 21 destinations (14 in Brazil, and 1 each in Argentina, Chile, Colombia, France, Mexico, Spain and Venezuela).

2. Summary of Significant Accounting Policies

a) Basis of presentation

These condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (US GAAP) for interim financial information, using Brazilian Reais as the functional and reporting currency. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s results for the periods presented. The exchange rates, per US Dollar at March 31, 2008 and December 31, 2007 were R$ 1.7491 and R$ 1.7713, respectively. The average exchange rates for March 31, 2008 and 2007 were R$1.7379 and R$ 2.1085, respectively, (these rates are provided for reference purposes). The accounting principles adopted under US GAAP differ in certain respects from accounting principles generally accepted in Brazil (“Brazilian GAAP”), which the Company uses to prepare its statutory financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates.

F- 7

---

Table of Contents

2. Summary of Significant Accounting Policies (Continued)

a) Basis of presentation (Continued)

The condensed consolidated financial statements include accounts of Gol Linhas Aéreas Inteligentes S.A. and of its wholly-owned subsidiaries Gol Transportes Aéreos S.A. (GTA), GTI S.A., GAC Inc., Gol Finance and indirect ownership of VRG Linhas Aéreas S.A and SKY Finance. Results include those of VRG since April 9, 2007, the date the Company assumed operations of VRG. All significant intercompany balances have been eliminated.

The results of the three-month period ended March 31, 2008 are not necessarily indicative of the results that might be expected for the full year ending December 31, 2008. The balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by US GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended December 31, 2007.

In September 2006, the FASB issued statement No 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. The purpose of SFAS 157 is to eliminate the diversity in practice associated with measuring fair value as caused by the application of existing accounting pronouncements. SFAS 157 emphasizes that fair value is a market-based measurement and thus, should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS has established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (1) observable inputs such as quoted prices in active markets, (2) inputs other than the quoted prices noted above that are observable either directly or indirectly and (3) unobservable inputs in which there is little or no market data and requires the reporting entity to develop its own assumptions. The Company has adopted the provisions of SFAS 157 as of January 1, 2008. The adoption of such pronouncement did not generate a material impact on the Company´s financial position, except for certain required disclosures about fair value measurements for interim periods and fiscal years. For additional information regarding recurring and nonrecurring fair value measurements, see Note 12.

F- 8

---

Table of Contents

2. Summary of Significant Accounting Policies (Continued)

b) New accounting pronouncements

In March 2008, the FASB issued SFAS 161, "Disclosures about Derivative Instruments and Hedging Activities” - an amendment of FASB Statement 133”, (SFAS "161"), which requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entity's financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Early adoption is permitted. Management is currently evaluating the effect of this pronouncement on financial statements.

3. Business Combination

On April 9, 2007, the Company acquired VRG. The total purchase price was R$ 558,744 (US$ 290,076) of which R$ 194,087 (US$100,762) was paid in cash, net of cash acquired, R$ 357,235 (US$ 185,461) was paid in non-voting preferred shares and R$ 7,422 (US$ 3,853) was acquisition cost. The value of Company’s preferred shares issued as consideration to the shareholders of VRG was determined based on the average market price at the date the transaction was agreed to and announced. The purchase contract includes provisions for a post-closing purchase price adjustment based on an audit of specific assets and liabilities. Disputed items involved in the arbitration process pursuant to this contract provision could result in a reduction of the purchase price of up to R$ 153,000. The results of VRG’s operations have been consolidated since April 9, 2007, the acquisition date.

Under the purchase method of accounting, the total purchase price is allocated to the net tangible and intangible assets acquired and liabilities assumed based on their fair values as of the date of acquisition.

F- 9

---

Table of Contents

3. Business Combination (Continued)

The valuation of the assets acquired and liabilities assumed was based on management’s best available estimate of fair value for the assets and liabilities of VRG considering the prevailing market conditions at the date of acquisition. The Company finalized the purchase price allocation during the quarter ended March 31, 2008. The final valuation of airport operating rights was R$ 185,892 lower than estimated due to increased information available to management related to estimating the future cash flows for the routes associated with the airport operating rights acquired. The final valuation of tradenames was R$ 61,774 lower than estimated due to additional information available to management leading to revised cash flow projections for the brand of VRG, which was acquired out of bankruptcy. Liabilities assumed increased by R$83,602 primarily due to amounts owed to the companies in judicial recovery not recognized by sellers at the time of the acquisition, liabilities identified in jurisdictions where Brazilian law is not recognized and revised estimates of the probability of the seller honoring payment of liabilities.

The following table summarizes the final allocation of the fair value of assets acquired and liabilities assumed:

Assets acquired
Accounts receivable		24,153
Inventories		5,442
Deferred income tax assets		224,155
Fixed assets		11,740
Intangible assets		623,951
Other assets		101,206
Total assets acquired		990,647
Liabilities assumed
Accounts payable		(220,862)
Air traffic liability		(38,792)
Deferred revenue		(375,497)
Debentures		(87,876)
Deferred income taxes		(110,939)
Other liabilities		(136,881)
Total liabilities assumed		(970,847)
Net assets acquired		19,800
Purchase price, net of cash acquired		558,744
Goodwill		538,944

F- 10

---

Table of Contents

3. Business Combination (Continued)

Goodwill represents the excess of the purchase price of the acquired business over the fair value of the net assets acquired and is tax-deductible in the amount of R$ 375,469. Intangible assets with indefinite lives consist of the fair value allocated to airport operating rights and tradenames, valued at R$ 560,842 and R$ 63,109, respectively.

VRG’s airport operating rights in Brazil were determined to have an indefinite useful life due to several factors and considerations, including requirements for necessary permits to operate within Brazil and limited slot availability in the most important airports in terms of traffic volume. The VRG tradenames were determined to have indefinite useful lives due to several factors and considerations, including the brand awareness and market position, customer recognition and loyalty and the continued use of the VARIG tradenames. In the event the Company determines that the value of goodwill or intangible assets with indefinite lives has become impaired, the Company will recognize a charge for the amount of impairment during the period in which the determination is made.

4. Short-term Investments

		March 31, 2008		December 31, 2007
Investments
Bank Deposit Certificates – CDB		R$ 148,965		R$ 150,066
Public Securities		290,491		111,951
Fixed Income Securities		150.258		596,421
		R$ 589,714		R$ 858,438

The following is a summary of available-for-sale securities:

		March 31, 2008
		Gross  Unrealized  Gains		Gross  Unrealized  Losses		Estimated Fair Value  (Net Carrying  Amount)
Public Securities and Fixed Income Securities		R$ 44		R$ (135)		R$ 440,749
Bank Deposit Certificates – CDB		-		(259)		148,965
		R$ 44		R$ (394)		R$ 589,714

F- 11

---

Table of Contents

4. Short-term Investments (Continued)

		December 31, 2007
		Gross  Unrealized  Gains		Gross  Unrealized  Losses		Estimated Fair Value  (Net Carrying  Amount)
Public Securities and Fixed Income Securities		R$ 141		R$ (74)		R$ 708,372
Bank Deposit Certificates – CDB		3		(309)		150,066
		R$ 144		R$ (383)		R$ 858,438

The gross realized gains on sales of available-for-sale securities totaled R$ 8,461 and R$ 4,364 (US$ 4,837 and US$ 2,495), in first quarter 2008 and 2007, respectively, and there were no losses in those periods.

The net carrying value and estimated fair value of debt and marketable equity securities available for sale at March 31, 2008, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

		Estimated Fair Value
Due in one year or less		R$ 460,692
Due after one year through three years		92,138
Due after three years		36,884
		R$ 589,714

5. Inventories

		March 31, 2008		December 31, 2007
Consumable material		17,978		12,107
Parts and maintenance material		100,339		103,833
Advances to suppliers		50,273		44,492
Parts import assets in progress		27,512		44,528
Other		5,799		4,966
		201,901		209,926

6. Short-term Borrowings

At March 31, 2008, the Company had five revolving lines of credit with three financial institutions allowing for combined borrowings up to R$ 577,000. At March 31, 2008 and December 31, 2007, there was R$ 28,077 and R$ 496,788 outstanding borrowings under these facilities, respectively. The weighted average annual interest rate for these Reais-based short-term borrowings at March 31, 2008 and December 31, 2007 was 11.3% and 10.8%, respectively.

F- 12

---

Table of Contents

7. Debt

At March 31, debt consisted of the following:

		Effective rate		March 31, 2008		December 31, 2007
Local currency:
Secured floating rate BNDES loan		9.15%		62,241		65,775
Secured floating rate BDMG loan		10.27%		14,475		14,315
				76,716		80,090
Foreign currency:
Secured floating rate Bank loan		2.60%		103,488		106,278
Secured floating rate IFC loan		5.96%		80,234		91,604
Unsecured floating rate PDP loan facility		4.42%		455,186		343,612
Unsecured fixed rate Senior notes		7.50%		388,080		398,543
Unsecured fixed rate Perpetual notes		8.75%		344,960		354,260
				1,371,948		1,294,297
				1,448,664		1,374,387
Short-term debt				(403,455)		(308,285)
Long-term debt				1,045,209		1,066,102

The following table provides a summary of our principal payments of long-term debt obligations at March 31, excluding the perpetual notes:

										Beyond
(in R$ 000)		2009		2010		2011		2012		2012		Total
Long-term debt obligations		206,508		31,437		31,437		25,529		405,337		700,249

8. Leases

The company leases its entire fleet under a combination of operating and capital leases. At March 31, 2008, the total fleet was 114 aircraft, of which 87 were operating leases and 27 were recorded as capital leases. During the first quarter 2008, we took delivery of four aircraft under capital leases, two under operating leases and re-classified six operating lease agreements as capital leases, based on renegotiation of lease terms. We returned one 737-300 aircraft during the quarter and at March 31, 2008 six 737-300 aircraft were in the process of being returned.

F- 13

---

Table of Contents

8. Leases (Continued)

a) Capital leases (Continued)

Future minimum lease payments under capital leases with initial or remaining terms in excess of one year at March 31, 2008 were as follows:

				Thousands of
		Thousands of R$		US$
2009		179,501		102,625
2010		184,612		105,547
2011		183,479		104,899
2012		184,045		105,223
2013		176,524		100,923
After 2013		629,496		359,897
Total minimum lease payments		1,537,657		879,113
Less: Amount representing interest		(491,509)		(281,006)
Present value of net minimum lease payments		1,046,148		598,107
Less current portion		(101,578)		(58,075)
Long-term portion		944,570		540,032

At March 31, 2008, the Company had 27 aircraft classified as capital leases. The capital lease agreements have terms ranging from six to twelve years. Thirteen of the Company’s aircraft leases contain bargain purchase options.

The amounts applicable to these aircraft included in property and equipment were:

		March 31,		December
		2008		31, 2007
Flight equipment		1,299,192		1,081,885
Less accumulated depreciation		(62,770)		(36,791)
		1,236,422		1,045,094

b) Operating leases

The Company leases aircraft in operation, airport terminal space, other airport facilities, office space and other equipment. At March 31, 2008, GOL leased 57 aircraft under operating leases (63 aircraft at December 31, 2007), with initial lease term expiration dates ranging from 2008 to 2014 and VRG leased 30 aircraft under operating leases (29 aircraft at December 31, 2007), with initial term expiration dates ranging from 2008 to 2014.

F- 14

---

Table of Contents

8. Leases (Continued)

b) Operating leases (Continued)

Future minimum lease payments under non-cancelable operating leases are denominated in US dollars. Such leases with initial or remaining terms in excess of one year at March 31, 2008 were as follows:

		Thousands of R$						Thousands of US$
		Aircraft		Other		Total		Aircraft		Other		Total
2009		328,074		17,434		345,508		187,567		9,967		197,534
2010		398,910		8,046		406,956		228,066		4,600		232,666
2011		322,432		5,618		328,050		184,342		3,212		187,554
2012		302,716		3,118		305,834		173,070		1,783		174,853
2013		258,959		1,539		260,498		148,053		880		148,933
After 2013		345,405		-		345,405		197,476		-		197,476
Total minimum Lease
payments		1,956,496		35,755		1,992,251		1,118,574		20,442		1,139,016

9. Shareholders’ Equity

The Board of Directors at a meeting held on January 28, 2008, authorized a share repurchase program for the repurchase of up to a total of 5 million of the Company´s preferred shares. Repurchases were made in accordance with applicable securities laws in the open market from time to time, depending on market conditions. During the first quarter of 2008, the Company repurchased 749,500 preferred shares.

F- 15

---

Table of Contents

10. Commitments

The following table provides a summary of our principal payments under aircraft purchase commitments and other obligations at March 31:

(in R$ 000)		2008		2009		2010		2011		2012		Total
Pre-delivery deposits
for flight equipment		145,128		161,479		141,191		65,472		1,529		514,799
Aircraft purchase
commitments		1,272,799		1,689,492		1,882,005		1,493,646		1,200,285		7,538,227
Total		1,417,927		1,850,971		2,023,196		1,559,118		1,201,814		8,053,026

The Company makes payments for aircraft acquisitions utilizing the proceeds from equity and debt financings, cash flow from operations, short and medium-term credit lines and supplier financing. Pre-delivery deposits refer to prepayments made based on the agreements entered into with Boeing Company for the purchase of Boeing 737-800 Next Generation aircraft.

At March 31, 2008, the Company has a purchase contract with Boeing for acquisition of Boeing 737-800 Next Generation aircraft, under which the Company currently has 100 firm orders and 40 purchase options. The firm orders have an approximate value of R$ 7,538,227 (corresponding to US$ 4,309,775 thousands) based on the aircraft list price (excluding contractual manufacturer’s discounts), including estimated amounts for contractual price escalations and pre-delivery deposits. Aircraft purchase commitments can be financed with long-term financing guaranteed by the U.S. Exim Bank (for approximately 85% of the total acquisition cost).

F- 16

---

Table of Contents

11. Financial Instruments and Concentration of Risk

At March 31, 2008 and December 31, 2007, the Company’s primary monetary assets were cash equivalents and long-term debt, short-term investments and assets related to aircraft leasing transactions. The Company’s primary monetary liabilities are related to aircraft leasing operations and long-term debt. All monetary assets other than those related to aircraft leasing operations included in the balance sheet are stated at amounts that approximate their fair values. Aircraft leasing operations are valued at the present value of the obligations.

Financial instruments that expose the Company to credit risk involve mainly cash equivalents, short-term investments and accounts receivable. Credit risk on cash equivalents and short term investments relates to amounts invested with major financial institutions. Credit risk on accounts receivable relates to amounts receivable from the major international credit card companies. These receivables are short-term and the majority of them settle within 30 days.

The Company’s revenue is generated in Brazilian Reais (except for a small portion in Argentine Pesos, Bolivian Bolivianos, Chilean Pesos, Colombian Pesos, Euros, Paraguay Guaranis, Peru Nuevos Soles, Uruguayan Pesos and Venezuelan Bolivares from flights between Brazil, Argentina, Bolivia, Chile, Colombia, Germany, France, Italy, Paraguay, Peru, Uruguay and Venezuela). However, its liabilities, particularly those related to aircraft leasing and acquisition, are US dollar-denominated. The Company’s currency exchange exposure at March 31, 2008 is as set forth below:

		March 31, 2008		December 31, 2007
Assets
Cash, cash equivalents and short-term investments		500,222		1,170,526
Deposits with lessors		123.579		163,973
Aircraft and engine maintenance deposits		30,289		31,928
Other		66,806		55,032
Total assets		720,896		1,421,459
Liabilities
Foreign suppliers		44,889		42,341
Leases payable		7,839		17,169
Insurance premium payable		19,395		44,150
Total liabilities		72,123		103,660
Exchange exposure		648,773		1,317,799
Off-balance sheet transactions exposure
Operating leases		1,992,251		2,201,973
Aircraft commitments		8,053,026		8,155,237
Total exchange exposure		10,694,050		11,675,009

F- 17

---

Table of Contents

11. Financial Instruments and Concentration of Risk (Continued)

The Company’s off-balance sheet exposure represents the future obligations related to operating lease contracts and aircraft purchase contracts.

The Company utilizes derivative financial instruments with first-tier banks for cash management purposes. The Company currently has synthetic fixed income options and swap agreements to obtain the Brazilian overnight deposit rate from fixed-rate or dollar-denominated investments.

a) Fuel

Airline operations are exposed to the effects of changes in the price of aircraft fuel. Aircraft fuel consumed in the first quarter of 2008 and 2007 represented 40.6% and 39.4% of the Company’s operating expenses, respectively. To manage this risk, the Company periodically enters into crude oil option contracts and swap agreements. Because jet fuel is not traded on an organized futures exchange, liquidity for hedging is limited. However, the Company has found commodities for effective hedging of jet fuel costs. Historically, prices for crude oil are highly correlated to Brazilian jet fuel, making crude oil derivatives effective at offsetting jet fuel prices to provide short-term protection against a sharp increase in average fuel prices.

The following is a summary of the company’s fuel derivative contracts (in thousands, except as otherwise indicated):

		March 31,		December 31,
		2008		2007
Fair value of derivative instruments at period end		R$ 16,600		R$ 23,302
Average remaining term (months)		2		2
Hedged volume (barrels)		1,456,000		1,388,000

Quarter ended March 31,:		2008		2007
Hedge effectiveness gain recognized in aircraft fuel		R$ 13,785		-
Hedge ineffectiveness gains recognized in other income (expense)		1,203		R$ 5,325
Percentage of actual consumption hedged (during period)		60%		87%

F- 18

---

Table of Contents

11. Financial Instruments and Concentration of Risk (Continued)

a) Fuel (Continued)

The Company utilizes financial derivative instruments as hedges to decrease its exposure to jet fuel price increases for short-term time frames. The Company currently has a combination of purchased call options, collar structures, and fixed price swap agreements in place to hedge approximately 39% of its jet fuel requirements at average crude equivalent prices of approximately US$ 93.18 per barrel for the second quarter of 2008.

The Company accounts for its fuel hedge derivative instruments as cash flow hedges under SFAS 133. Under SFAS 133, all derivatives designated as hedges that meet certain requirements are granted special hedge accounting treatment. Generally, utilizing the special hedge accounting, all periodic changes in fair value of the derivatives designated as hedges that are considered to be effective, as defined, are recorded in “Accumulated other comprehensive income” until the underlying jet fuel is consumed. When the aircraft fuel is consumed and the related derivative contract settles, any gains or losses previously deferred in other comprehensive income are recognized as aircraft fuel expense. The Company is exposed to the risk that periodic changes will not be effective, as defined, or that the derivatives will no longer qualify for special hedge accounting. Ineffectiveness, as defined, results when the change in the total fair value of the derivative instrument does not equal 80-125% of the change in the value of the aircraft fuel being hedged or the change in value of the Company’s expected future cash outlay to purchase and consume jet fuel. To the extent that the periodic changes in the fair value of the derivatives are not effective, that ineffectiveness is recorded to “Other gains and losses” in the income statement. Likewise, if a hedge ceases to qualify for hedge accounting, those periodic changes in the fair value of derivative instruments are recorded to “Other gains and losses” in the income statement in the period of the change.

F- 19

---

Table of Contents

11. Financial Instruments and Concentration of Risk (Continued)

a) Fuel (Continued)

Ineffectiveness is inherent in hedging jet fuel with derivative positions based in other crude oil related commodities, especially given the recent volatility in the prices of refined products. Due to the volatility in markets for crude oil and related products, the Company is unable to predict the amount of ineffectiveness each period, including the loss of hedge accounting, which could be determined on a derivative by derivative basis or in the aggregate. In specific instances, the Company has determined that specific hedges will not regain effectiveness in the time period remaining until settlement and therefore must discontinue special hedge accounting, as defined by SFAS 133. When this happens, any changes in fair value of the derivative instruments are marked to market through earnings in the period of change.

The Company continually looks for better and more accurate methodologies in forecasting and estimating future cash flows relating to its jet fuel hedging program. These estimates are used in the measurement of effectiveness for the Company’s fuel hedges, as required by SFAS 133. The Company’s methodology utilizes a statistical-based regression equation with data from market forward prices of like commodities.

During the three month period ended March 31, 2008, the Company recognized a gain of R$13,785 (R$ 2,730 during the three months ended March 31, 2007) as a reduction of aircraft fuel expense and R$ 1,203 (R$ 2,730 during the three months ended March 31, 2007) of additional net gain in Other expenses, net related to the ineffectiveness of its hedges and the loss of hedge accounting for certain hedges. Of this net total, R$ 2,860 (R$ 61 as of March 31, 2007) was ineffectiveness gain and mark-to-market gain related to contracts that will be settled in future periods. As of March 31, 2008 there was R$ 4,410 (R$ 6,020 as of March 31, 2007), net of taxes, of unrealized gains with jet fuel hedges recorded in “comprehensive income”. During the period, all fuel derivative transactions were designated as hedges.

F- 20

---

Table of Contents

11. Financial Instruments and Concentration of Risk (Continued)

a) Fuel (Continued)

Outstanding financial derivative instruments expose the Company to credit loss in the event of nonperformance by the counterparties to the agreements. However, the Company does not expect any of its eight counterparties to fail to meet their obligations. The amount of such credit exposure is generally the unrealized gain, if any, in such contracts. To manage credit risk, the Company selects counterparties based on credit assessments, limits overall exposure to any single counterparty and monitors the market position with each counterparty. The Company does not purchase or hold financial derivative instruments for trading purposes.

b) Exchange rates

The Company is exposed to the effects of changes in the US$ exchange rate. Exchange exposure relates to amounts payable arising from US$-denominated and US$-linked expenses and payments. To manage this risk, the Company uses US options and futures contracts.

The following is a summary of our foreign currency derivative contracts (in thousands, except as otherwise indicated):

		March 31,		December 31,
		2008		2007
Fair value of derivative instruments		R$ 4,578		R$ 1,049
Longest remaining term (months)		9		3
Hedged volume		223,750		202,250
Quarter ended March 31:		2008		2007
Hedge effectiveness losses recognized in operating expenses		R$ (2,636)		-
Hedge ineffectiveness losses recognized in other income		R$ (1.954)		R$ (6,596)
Percentage of expenses hedged (during period)		52%		50%

The Company utilizes financial derivative instruments as hedges to decrease its exposure to increases in the US$ exchange rate. The Company has utilized derivative financial instruments for short-term time frames. The Company accounts for its foreign currency futures derivative instruments as cash flow hedges under SFAS 133. As of March 31, 2008 the unrealized loss with exchange rates recorded in “comprehensive income” was R$ 138 (R$ 2,040 as of March 31, 2007), net of taxes.

F- 21

---

Table of Contents

11. Financial Instruments and Concentration of Risk (Continued)

b) Exchange rates (Continued)

While outstanding, these contracts are recorded at fair value on the balance sheet with the effective portion of the change in their fair value being reflected in other comprehensive income. Ineffectiveness, the extent to which the change in fair value of the financial derivatives exceeds the change in the fair value of the operating expenses being hedged, is recognized in other income (expense) immediately. When operating expenses are incurred and the related derivative contract settles, any gain or loss previously deferred in other comprehensive income is recognized in operating expenses.

c) Interest rates

The Company’s results are affected by fluctuations in international interest rates due to the impact of such changes on expenses of lease agreements. On March 31, 2008, the Company contracted derivatives through swap-lock contracts to protect itself from interest rate oscillations of its aircraft leasing contracts. On March 31, 2008, the Company recognized R$ 927 (US$ 530) of net gains in financial income. The fair value changes are recognized in the period as financial income (expense). These financial instruments were not considered hedges.

The Company’s results are affected by changes in the interest rates prevailing in Brazil, incidents on financial investments, short-term investments, local currency liabilities, and assets and liabilities indexed to US dollars. Such variations affect the market value of prefixed securities denominated in reais and the remuneration of cash and financial investments balance. The Company uses Interbank Deposit futures of the Brazilian Mercantile and Futures Exchange (BM&F) solely to protect itself against domestic interest rate impacts on the prefixed portion of its investments. On March 31, 2008, the nominal value of Interbank Deposit futures contracts with the Brazilian Mercantile and Futures Exchange (BM&F) totaled R$ 78,700 (R$ 5,900 as of March 31, 2007) with periods of up to 21 months, with a fair market value of R$ 12 (R$ 1,313 as of March 31, 2007), corresponding to the last owed or receivable adjustment, already determined and not yet settled. The total variations in market value, payments and receivables related to the interest rate futures are recognized as increase or decrease in financial income in the same period they occur.

F- 22

---

Table of Contents

11. Financial Instruments and Concentration of Risk (Continued)

d) Cash management

The Company utilizes financial derivative instruments for cash management purposes. The Company utilizes synthetic fixed income options and swaps to obtain the Brazilian overnight deposit rate from fixed-rate or dollar-denominated investments. The Company enters into synthetic fixed income option contracts with first-tier banks registered in the Brazilian CETIP clearing house. As of March 31, 2008, the total amount invested in synthetic fixed-income option contracts was R$ 56,533 with an average term of 304 days. The Company utilizes swap agreements to change the remuneration of a portion of its short term investments to the Brazilian overnight deposit rate (“CDI”). As of March 31, 2008, the notional amount of fixed-rate swaps to CDI was R$ 55,900 with a fair value of R$ 419. The change in fair value of these swaps is recognized in interest income in the period of change.

12. Fair Value Measurements

As described in note 2, the company adopted SFAS 157 as of January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

• Level 1. Observable inputs such as quoted prices in active markets;

• Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

F- 23

---

Table of Contents

12. Fair Value Measurements (Continued)

Assets and liabilities measured at fair value are based on one or more of three valuation techniques noted in SFAS 157. The three valuation techniques are identified in the tables below. Where more than one technique is noted, individual assets or liabilities were valued using one or more of the noted techniques. The valuation techniques are as follows:

a) Market approach. Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
b) Cost approach. Amount that would be required to replace the service capacity of an asset (replacement cost).
c) Income approach. Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models).

The adoption of this pronouncement did not have a material impact on the Company’s financial position, except for certain required disclosures about fair value measurements on a recurring and nonrecurring basis.

The Company’s available-for-sale securities consist of government bonds, certificates of deposit, time-deposits and investment funds. The inputs utilized to determine the fair values of government bonds are obtained in quoted public markets. The inputs utilized to determine fair value of certificates of deposit and time deposits are derived from information obtained quoted in public markets.

The Company’s fuel and interest rate derivative contracts consist of OTC contracts, which are not traded on a public exchange. These contracts include both swaps as well as other different types of option contracts. See Note 11 for further information on the Company’s derivative instruments and hedging activities. The fair values of swap contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized these swap contracts as Level 2. The Company determines the value of option contracts utilizing a standard option pricing model based on inputs that are either readily available in public markets, can be derived from information available in publicly quoted markets, or are quoted by counterparties to these contracts. In situations where the Company obtains inputs via quotes from its counterparties, it verifies the reasonableness of these quotes via similar quotes from another counterparty as of each date for which financial statements are prepared.

F- 24

---

Table of Contents

12. Fair Value Measurements (Continued)

The Company’s foreign exchange derivatives consist of exchange-listed futures and options contracts. The inputs utilized to determine the fair value of these contracts are obtained from quoted public markets.

The following table presents the Company’s assets measured at fair value on a recurring basis subject to the disclosure requirements of SFAS 157 at March 31, 2008:

				Fair Value Measurements at Reporting Date
				Quoted Prices in		Significant
				Active Markets		Other
		March 31,		for Identical		Observable		Valuation
		2008		Assets (Level 1)		Inputs (Level 2)		Technique
Available-for-sale securities		589,714		113,935		475,779		a, c
Interest rate derivatives		2,002		-		2,002		b
Fuel derivatives		16,600		-		16,600		b
Foreign exchange derivatives		4,578		4,578		-		b
Total assets measured at fair value		612,895		118,513		494,381

The fair value of our Smiles frequent flyer award liability was determined based on the estimated price that third parties would require us to pay for them to assume the obligation for miles expected to be redeemed under the Smiles Program. This estimated price was determined based on our weighted average equivalent ticket value of a Smiles award which is redeemed for travel on Varig or a participating airline. The weighted average equivalent ticket value contemplates differing classes of service and the carrier providing the award travel.

We perform the impairment test for our indefinite-lived intangible assets by comparing the asset’s fair value to its carrying value. Fair value is estimated based on recent market transactions, where available, or projected discounted future cash flows. For additional information regarding impairment, see Note 2.

In evaluating our goodwill for impairment, we first compare its fair value to its carrying value. We estimate the fair value by considering (1) projected discounted future cash flows, if reasonably estimable, (2) market multiple and recent transaction values of peer companies, (3) the potential value of synergies and other benefits, (4) our market capitalization and (5) any premium an investor would pay for a controlling interest.

F- 25

---

Table of Contents

12. Fair Value Measurements (Continued)

The following table presents the Company’s assets and liabilities measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3) as defined in SFAS 157 on March 31, 2008:

				Significant
				Unobservable		Valuation
		March 31, 2008		Inputs (Level 3)		Technique
Indefinite–lived intangible assets		623,957		623,957		a, c
Goodwill		779,823		538,944		c
Deferred revenue		(383,078)		(383,078)		b
Total assets and liabilities measured at fair value		1,020,702		779,823

13. Income Taxes

The reconciliation of the reported income tax and social contribution tax and the amount determined by applying the composite fiscal rate at March 31, 2008 and 2007, is as follows:

		Three-months periods ended
		March 31,
		2008		2007
Income (loss) before income taxes		(4,724)		R$ 159,701
Nominal composite rate		34%		34%
Income tax expense by the nominal rate		(1,606)		54,298
Interest on shareholders’ equity		-		(11,427)
Other permanent differences		425		248
Income tax expense (benefit)		(1,181)		43,119
Effective rate		25%		27%

F- 26

---

Table of Contents

14. Earnings per Share

The Company’s preferred shares are not entitled to receive any fixed dividends. Rather, the preferred shareholders are entitled to receive dividends per share in the same amount of the dividends per share paid to holders of the common shares. However, our preferred shares are entitled to receive distributions prior to holders of the common shares. Consequently, basic earnings per share are computed by dividing income by the weighted average number of all classes of shares outstanding during the year. Preferred shares are excluded during any loss period. The diluted preferred shares are computed including the executive employee stock options calculated using the treasury-stock method as they were granted at an exercise price less that the market price of the shares.

		Three-month period ended
		March 31,
		2008		2007
Numerator
Net income (loss) applicable to common and preferred
shareholders for basic and diluted earnings per share		(3,543)		116,582
Denominator
Weighted-average shares outstanding for basic earnings
per share (in thousands)		202,300		196,212
Treasury stock		(183)		-
Adjusted weighted-average shares outstanding for basic
earnings per share (in thousands)		202,117		196,212
Effect of dilutive securities:
Executive stock options (in thousands)		-		60
Adjusted weighted-average shares outstanding and
assumed conversions for diluted earnings per shares (in
thousands)		202,117		196,271
Basic earnings (loss) per share		(0.02)		0.59
Diluted earnings (loss) per share		(0.02)		0.59

F- 27

---

Table of Contents

15. Revenue Information

The company operates domestic and international flights. Geographic information for net operating revenues by market, presented below, was compiled based on passenger and cargo transportation provided by origin to final destination for GTA and origin to first destination for VRG:

		Three-month period ended March 31,
		2008		%		2007		%
Domestic		1,423,691		88.6		950,681		91.3
International		183,388		11.4		90,591		8.7
Total		1.607,079		100.0		1,041,272		100.0

F- 28

---

 

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

---